TIDMHSBA
RNS Number : 9369L
HSBC Holdings PLC
06 January 2023
On 6 January 2023, HSBC submitted the below announcement to the
Stock Exchange of Hong Kong Limited regarding modifications to the
Listing Rules of the Stock Exchange of Hong Kong Limited to enable
HSBC to hold Treasury Shares.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this document, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
Hong Kong Stock Code: 5
Modifications to the Listing Rules of the Stock Exchange of Hong
Kong Limited (the "Exchange") the subject of a conditional Waiver
made by the Exchange on 19 December 2005 to enable HSBC Holdings
plc ("HSBC") to hold treasury shares
1. Chapter 1
1.1 The definition of "market capitalisation" is amended to
read: "the market value of the entire size of an issuer, which
shall include all classes of securities of the issuer (other than
treasury shares), irrespective of whether any of such class(es) of
securities are unlisted, or listed on other regulated
market(s)".
1.2 The definition of "treasury shares" is inserted to mean:
"shares of an issuer which the issuer has repurchased and holds in
treasury, as authorised by the laws of its jurisdiction of
incorporation and its constitution, such shares being shares to
which sections 724 to 732 of the UK Companies Act 2006 apply". For
the purpose of these Modifications, the 10% limit on the maximum
holding of treasury shares set out in (the now repealed) section
725 of the UK Companies Act 2006 shall continue to apply.
2. Chapter 2
Rule 2.03(4) is amended to read: "all holders of listed
securities are treated fairly and equally (disregarding for these
purposes the issuer in its capacity as the holder of any treasury
shares)".
3. Chapter 3
Rule 3.13(1) is amended to read: "holds more than 1% of the
number of issued shares of the listed issuer (excluding treasury
shares)".
4. Chapter 3A
4.1 Rule 3A.23(2)
Rule 3A.23(2) is amended to read: "where a transaction, which
might be a notifiable or connected transaction, is contemplated
including share issues, sales of treasury shares out of treasury
and share repurchases".
5. Chapter 4
5.1 Rule 4.04
Rule 4.04(8) is amended to read: "the earnings per share (which,
for the avoidance of doubt, will not take account of treasury
shares) and the basis of computation...".
5.2 Rule 4.29(8)
Rule 4.29(8) is amended to read: "Where pro forma earnings per
share information is given for a transaction which includes the
issue of securities or the sale of treasury shares out of treasury
for cash, the calculation is to be based on the weighted average
number of shares outstanding during the period (other than treasury
shares), adjusted as if that issue had taken place at the beginning
of the period."
6. Chapter 6
6.1 Rules 6.03, 6.05 and 6.08
Note (1) to rules 6.03, 6.05 and 6.08 is amended to read: "The
Exchange is under an obligation to maintain an orderly and fair
market for the trading of all Exchange listed securities and listed
securities (other than treasury shares) should be continuously
traded save in exceptional circumstances."
6.2 Rule 6.15
Rule 6.15(1) is amended to read: "after a general offer a right
to compulsory acquisition is exercised pursuant to applicable laws
and regulations (the requirements of which are, where the issuer is
not a company incorporated in Hong Kong, at least as onerous as
those applicable if it were) resulting in the acquisition of all
the listed securities of the issuer (other than treasury shares);
or".
7. Chapter 7
7.1 Rule 7.19A
Rule 7.19A(1) is amended to read: "A proposed rights issue must
be made conditional on minority shareholders' approval in the
manner set out in rule 7.27A if the proposed rights issue would
increase either the number of issued shares (excluding treasury
shares) or the market capitalisation of the issuer by more than 50%
(on its own or when aggregated with any other rights issues or open
offers announced by the issuer (i) within the 12 month period
immediately preceding the announcement of the proposed rights issue
or (ii) prior to such 12 month period where dealing in respect of
the shares issued pursuant thereto commenced within such 12 month
period, together with any bonus securities (other than any such
bonus securities to be issued into treasury), warrants or other
convertible securities (assuming full conversion) granted or to be
granted to shareholders as part of such rights issues or open
offers)."
7.2 Rule 7.27A
Rule 7.27A(3)(a) is amended to read: "the purpose of the
proposed rights issue or open offer, together with the total funds
expected to be raised and a detailed breakdown and description of
the proposed use of the proceeds. The issuer shall also include the
total funds raised and a detailed breakdown and description of the
funds raised on any issue of equity securities or sale of treasury
shares in the 12 months immediately preceding the announcement of
the proposed rights issue or open offer, the use of such proceeds,
the intended use of any amount not yet utilised and how the issuer
has dealt with such amount; and"
7.3 Rule 7.27B
Rule 7.27B, Note 1(a) is amended to read: "The "theoretical
diluted price" means the sum of (i) the issuer's total market
capitalization (by reference to the "benchmarked price" and the
number of issued shares immediately before the issue (excluding
treasury shares)) and (ii) the total funds raised and to be raised
from the issue, divided by the total number of shares as enlarged
by the issue (excluding treasury shares) ."
8. Chapter 8
8.1 Rule 8.08
Rule 8.08 is amended by the insertion of note 4 to rule 8.08(1)
as follows: " For the purposes of rule 8.08, treasury shares are
not taken into consideration when calculating the number of shares
of a class of shares in the hands of the public. "
9. Chapter 10
9.1 Rule 10.01
Rule 10.01 is amended to read: "Normally no more than ten per
cent. of the aggregate of any securities being marketed for which
listing is sought and/or any treasury shares being sold (but not
any treasury shares being sold or transferred out of treasury for
the purposes of an employees' share scheme) may be offered to
employees or past employees of the issuer or its
subsidiaries...".
9.2 Rule 10.06
9.2.1 Rule 10.06(1)(b)(viii) is amended by the addition of the
following wording at the end of such rule: "together with details
of any such repurchases which resulted in the issuer holding
treasury shares and details of any transfer, sale or cancellation
of such treasury shares by the issuer during that period (including
the date of any transfer, sale or cancellation and the price of any
sale of treasury shares or the highest and lowest price of any such
sales, where relevant)".
9.2.2 Rule 10.06(1)(c)(i) is amended to read: "the total number
and description of the shares which the issuer is authorised to
purchase, provided that the number of shares which the issuer is
authorised to purchase on the Exchange or on another stock exchange
recognised for this purpose by the Commission and the Exchange
under the Code on Share Buy-backs, may not exceed 10 per cent. of
the number of issued shares of the issuer (excluding treasury
shares) and the total number...".
9.2.3 Rule 10.06(3) is amended to read: "An issuer whose primary
listing is on the Exchange may not make a new issue of shares or
sell its treasury shares out of treasury or announce a proposed new
issue of shares or a proposed sale of its treasury shares out of
treasury (other than, in each case, for the purposes of an
employees' share scheme) for a period of 30 days after any purchase
by it of shares...".
9.2.4 Rule 10.06(4)(b) is amended to read: "include in its
annual report and accounts a monthly breakdown of purchases of
shares made during the financial year under review showing the
number of shares purchased each month (whether on the Exchange or
otherwise), and the purchase price per share or the highest and
lowest price paid for all such purchases, where relevant, and the
aggregate price paid by the issuer for such purchases, the number
of shares held as treasury shares following such purchases, the
number of treasury shares sold, transferred or cancelled (on a
monthly basis) and the number of treasury shares held following
such sale, transfer or cancellation (at the end of each month). The
directors' report shall contain reference to the purchases made
during the year and the directors reasons for making such
purchases."
9.2.5 Rule 10.06(5) is amended to read: "Other than those listed
shares purchased by an issuer to be held as treasury shares, the
listing of all shares which are purchased by an issuer (whether on
the Exchange or otherwise) shall be automatically cancelled upon
purchase and the issuer must apply for listing of any further
issues of that type of shares in the normal way. The issuer shall
ensure that the documents of title of purchased shares (other than
documents of title relating to the shares to be held as treasury
shares)are cancelled and destroyed as soon as reasonably
practicable following settlement of any such purchase. Where shares
are held as treasury shares following a purchase by the issuer, and
those treasury shares are subsequently cancelled by the issuer, the
listing of those treasury shares shall also be cancelled and the
issuer shall ensure that the documents of title of any cancelled
treasury shares are destroyed as soon as reasonably practicable
following such cancellation."
9.2.6 Rule 10.06 is amended by the insertion of a note to rule
10.06(5) as follows: " For the avoidance of doubt, shares purchased
by an issuer to hold as treasury shares will remain listed and the
listing will not be suspended or cancelled. Any subsequent sale of
such treasury shares or transfer of such treasury shares pursuant
to an employees' share scheme shall not, for the purposes of the
Exchange's Listing Rules, constitute a new issue of shares and
shall not require a new listing application to be made. "
10. Chapter 13
10.1 Rule 13.25A
10.1.1 Rule 13.25A(2) is modified by the insertion of a new
sub-paragraph (xi) as follows:
"(xi) sale of treasury shares out of treasury or cancellation of
treasury shares; or" and the existing rule 13.25A(2)(xi) shall be
renumbered as 13.25A(2)(xii) and shall be amended to read "change
in issued shares not falling within any of the categories referred
to in rule 13.25A(2)(a)(i) to (xi) or rule 13.25A.(2)(b); and", and
the "or" at the end of rule 13.25A(2)(a)(x) shall be deleted.
10.1.2 Rule 13.25A(3) is amended by the insertion of the
following:
"(a) the event, either individually or when aggregated with any
other events described in that rule which have occurred since the
listed issuer published its last monthly return under rule 13.25B
or last return under this rule 13.25A (whichever is the later),
results in a change of 5% or more of the listed issuer's issued
shares (excluding treasury shares); or".
10.1.3 Rule 13.25A(4) is amended by the insertion of the
following:
"For the purposes of rule 13.25A(3), the percentage change in
the listed issuer's issued shares is to be calculated by reference
to the listed issuer's total number of issued shares (excluding
treasury shares) as it was immediately before the earliest relevant
event which has not been disclosed in a monthly return published
under rule 13.25B or a return published under this rule
13.25A."
10.2 Rule 13.25B
Rule 13.25B is modified by the addition of the following at the
end: "Such information shall, if required by the Exchange, also
include details of the sale of treasury shares out of treasury or
cancellation of treasury shares."
10.3 Rule 13.25C
Rule 13.25C is amended to read: "A listed issuer shall, in
relation to each new issue of securities (or sale of treasury
shares out of treasury) reported in the next day disclosure return
under rule 13.25A and the monthly return under rule 13.25B, confirm
that (where applicable):
(1) the issue (or sale out of treasury) of securities has been
duly authorised by its board of directors;
(2) all money due to the listed issuer in respect of the issue
(or sale out of treasury) of securities has been received by
it;...
(7) all the definitive documents of title have been
delivered/are ready to be delivered/are being prepared and will be
delivered in accordance with the terms of issue/sale;..."
10.4 Rule 13.28
Rule 13.28 is amended to read: "Where the directors agree to
issue securities for cash in accordance with rule 13.36(1)(a) or
13.36(2), or agree to sell treasury shares out of treasury for cash
other than in connection with an employee share scheme, an issuer
shall publish an announcement in accordance with rule 2.07C as soon
as possible, but in any event not later than the time that is 30
minutes before the earlier of the commencement of the morning
trading session of any pre-opening session on the next business
day, containing the following information:-
(1) the name of the issuer;
(2) the number, class and aggregate nominal value of the
securities agreed to be issued or sold out of treasury;
(3) the total funds to be raised and the proposed use of the proceeds;
(4) the issue/saleprice of each security and the basis for determining the same;
(5) the net price to the issuer of each security;
(6) the reasons for making the issue/sale;
(7) the names of the allottees/transferees, if less than six in
number and, in the case of six or more allottees/transferees, a
brief generic description of them. The Exchange reserves the right
to require submission of such further information (on an electronic
spreadsheet or such other format as it may request) on the
allottees/transferees as it may consider necessary for the purpose
of establishing their independence, including without limitation
details of beneficial ownership;
(8) the market price of the securities concerned on a named
date, being the date on which the terms of the issue or sale out of
treasury were fixed; and
(9) the total funds raised and a detailed breakdown and
description of the funds raised on any issue of equity securities
or sale of treasury shares in the 12 months immediately preceding
the announcement of the proposed issue of securities, the use of
such proceeds, the intended use of any amount not yet utilised and
how the issuer has dealt with such amount;
(10) where applicable, the name(s) of the syndicate member(s),
and the principal terms of the underwriting/placing
arrangements;
(11) a statement whether the issue or sale out of treasury is
subject to shareholder's approval;
(12) where the securities are issued under a general mandate
granted to the directors by the shareholders in accordance with
rule 13.36(2)(b), details of the mandate;
(13) where the securities are issued or sold out of treasury by
way of a rights issue or an open offer, the information set out in
paragraph 18 of Appendix 1, Part B;
(14) conditions to which the issue or sale out of treasury is
subject or a negative statement if applicable; and
(15) any other material information with regard to the issue or
sale out of treasury (including any restrictions on the ability of
the issuer to issue or sell out of treasury further securities or
any restrictions on the ability of the allottees to dispose of
shares issued or sold to them or any restrictions on the ability of
existing shareholders to dispose of their securities arising in
connection with the allotment or sale)."
10.5 Rule 13.36
10.5.1 Rule 13.36(2)(b) is amended to read: "...subject to a
restriction that the aggregate number of securities allotted or
agreed to be allotted must not exceed the aggregate of (i) 20% of
the number of issued shares of the issuer (excluding treasury
shares)as at the date of the resolution granting the general
mandate (or in the case of a scheme of arrangement involving an
introduction in the circumstances set out in rule 7.14(3), 20% of
the number of issued shares of an overseas issuer (excluding
treasury shares) following the implementation of such a scheme) and
(ii) the number of such securities repurchased and cancelled by the
issuer itself since the granting of the general mandate (up to a
maximum number equivalent to 10% of the number of issued shares of
the issuer (excluding treasury shares) as at the date of the
resolution granting the repurchase mandate), provided that...".
10.5.2 Note 3 to Rule 13.36(2)(b) is amended to read: "If the
issuer conducts a share consolidation or subdivision after the
issue mandate has been approved in general meeting, the maximum
number of securities that may be issued under the mandate as a
percentage of the total number of issued shares (excluding treasury
shares) at the date immediately before and after such consolidation
or subdivision shall be the same."
10.5.3 Rule 13.36(2)(c) is amended to read: "issue of shares
and/or sale or transfer of treasury shares out of treasury under a
share scheme that complies with chapter 17."
10.6 Rule 13.84
Rule 13.84(1) is amended to read: "the IFA group and any
director or close associate of a director of the independent
financial adviser holds, directly or indirectly, in aggregate more
than 5% of the number of shares of the issuer (excluding treasury
shares), another party to the transaction...".
11. Chapter 14
11.1 Rule 14.07
Rule 14.07(5) is amended to read: "Equity capital ratio - the
number of shares to be issued by the listed issuer as consideration
divided by the total number of the listed issuer's issued shares
(excluding treasury shares) immediately before the
transaction."
11.2 Rule 14.32A
11.2.1 Rule 14.32A is amended to read: "This rule applies to the
disposal (or deemed disposal) of a listed issuer's interests in a
subsidiary from the grant of new or existing shares (or treasury
shares) of the subsidiary or options over any such shares under a
share scheme (other than a share scheme of a principal subsidiary
set out in rule 14.04(1)(h))."
11.2.2 Rule 14.32A(1) is amended to read: "When a subsidiary of
a listed issuer adopts a share scheme (whether involving new shares
issued and/or treasury shares sold or transferred out of treasury
by the subsidiary and/or existing shares of the subsidiary held by
or for the issuer), the issuer must consider whether the disposal
of interests in the subsidiary constitutes a notifiable
transaction...If the subsidiary has more than one share scheme, the
issuer shall aggregate the number of shares available for future
grants under the scheme and other existing schemes for the purpose
of calculating the percentage ratios."
11.3 Rule 14.81
Rule 14.81(3) is amended to read: "a prominent and legible
statement in the following form: "The Stock Exchange of Hong Kong
Limited (the "Exchange") has stated that if, at the close of the
offer, less than the minimum prescribed percentage applicable to
the listed issuer, being [ ] % of the issued shares (excluding
treasury shares), are held by the public...".
12. Chapter 14A
12.1 Rule 14A.24
Rule 14A.24(6) is amended to read: "issuing new securities of,
and/or selling or transferring treasury shares out of treasury by,
the listed issuer or its subsidiaries;".
12.2 Rule 14A.73
Rule 14A.73(3) is amended to read: "issues of new securities
and/or sales or transfers of treasury shares out of treasury by the
listed issuer or its subsidiary (rule 14A.92);".
12.3 Rule 14A.76
Rule 14A.76 is amended to read: "This exemption applies to a
connected transaction (other than an issue of new securities or the
sale of treasury shares out of treasury by the listed
issuer)...".
12.4 Rule 14A.92
12.4.1 The sub-heading to Rule 14.A92 is amended to read:
"Issues of new securities and/or sales or transfers of treasury
shares out of treasury by the listed issuer or its subsidiary".
12.4.2 Rule 14A.92 is amended to read: "An issue of new
securities and/or sale or transfer of treasury shares out of
treasury by a listed issuer or its subsidiary to a connected person
is fully exempt if:".
12.4.3 Rule 14A.92(2) is amended to read: "the connected person
subscribes for the securities in a rights issue, or open offer or
sale of treasury shares out of treasury:".
12.4.4 Rule 14A.92(3) is amended to read: "the securities are
issued or treasury shares are transferred or sold out of treasury
to the connected person under: (a) a share scheme...".
12.4.5 Rule 14A.92(4) is amended to read: "the securities are
issued or treasury shares are sold out of treasury under a "top-up
placing and subscription" that meets the following conditions:
(a) the new securities are issued (or, in the case of treasury
shares, sold) to the connected person:
(i) after it has reduced its holding in the same class of
securities by placing them to third parties who are not its
associates under a placing agreement; and
(ii) within 14 days from the date of the placing agreement;
(b) the number of new securities issued (or, in the case of
treasury shares, sold) to the connected person does not exceed the
number of securities placed by it; and
(c) the new securities are issued (or, in the case of treasury
shares, sold) at a price not less than the placing price...".
13. Chapter 15
13.1 Rule 15.02
Rule 15.02(1) is amended to read: "the securities to be issued
or transferred out of treasury on exercise of the warrants must
not, when aggregated with all other equity securities which remain
to be issued or transferred out of treasury on the exercise of any
other subscription rights, if all such rights were immediately
exercised, whether or not such exercise is permissible, exceed
twenty per cent. of the number of issued shares of the issuer
(excluding treasury shares) at the time such warrants are
issued...".
14. Chapter 17
14.1 Rule 17.01
14.1.1 Rule 17.01(1)(a) is amended to read: "share schemes
involving the grant by a listed issuer of (i) new shares or
treasury shares of the listed issuer; or (ii) options over new
shares or treasury shares of the listed issuer, to, or for the
benefit of, specified participants of such schemes (which includes
a grant of any such shares, treasury shares or options to a trust
or similar arrangement for the benefit of a specified participant
(see rules 17.02 to 17.11);"
14.2 Rule 17.02
The sub-heading before Rule 17.02 is amended to read "Share
schemes involving issue of new shares and/or sale or transfer of
treasury shares out of treasury by listed issuers"
14.3 Rule 17.03
14.3.1 Rule 17.03(3) is amended to read: "the total number of
shares which may be issued and/or treasury shares which may be sold
or transferred out of treasury in respect of all options and awards
to be granted under the scheme and any other schemes (the scheme
mandate limit), together with the percentage of the issued shares
that it represents (excluding treasury shares) at the date of
approval of the scheme; and, where the participants of the scheme
include service providers, the sublimit on the total number of
shares that may be issued and/or treasury shares which may be sold
or transferred out of treasury in respect of all options and awards
to be granted to service providers (the service provider sublimit)
within the scheme mandate limit;
14.3.2 Rule 17.03(16) is amended to read: "where there is a
provision for termination of the operation of the scheme before the
end of its life, a provision for the treatment of options or awards
granted under the scheme but not yet exercised or in respect of
which shares are not yet issued or treasury shares not yet sold or
transferred out of treasury to the participants at the time of
termination;"
14.3.3 Note to rule 17.03(16) is amended to read: "Details of
the options or awards granted (including options exercised or
outstanding, or shares issued and to be issued and/or treasury
shares sold or transferred or to be sold or transferred out of
treasury in respect of the awards granted) under the scheme and (if
applicable) options or awards that become void or non-exercisable
as a result of the termination must be disclosed in the circular to
shareholders seeking approval of the first new scheme to be
established or refreshment of scheme mandate limit under any
existing scheme after such termination."
14.4 Rule 17.03B
14.4.1 Rule 17.03B(1) is amended to read: "The scheme mandate
limit must not exceed 10% of the relevant class of shares
(excluding treasury shares) of the listed issuer in issue as at the
date of approval of the scheme (alternatively, in respect of a
scheme of a new applicant that will become effective only upon its
separate listing, the 10% limit may be calculated by reference to
the relevant class of shares of the applicant in issue as at the
date of its listing).
14.4.2 Note (2) to rule 17.03B(2) is amended to read: "If the
listed issuer conducts a share consolidation or subdivision after
the scheme mandate limit or the service provider sublimit has been
approved in general meeting, the maximum number of shares that may
be issued and/or treasury shares which may be sold or transferred
out of treasury in respect of all options and awards to be granted
under all of the schemes of the listed issuer under the scheme
mandate limit or the service provider sublimit as a percentage of
the total number of issued shares (excluding treasury shares) at
the date immediately before and after such consolidation or
subdivision shall be the same, rounded to the nearest whole
share."
14.5 Rule 17.03C
14.5.1 Rule 17.03C(1)(c) is amended to read: "The requirements
under paragraphs (i) and (ii) of rule 17.03C(1)(b) do not apply if
the refreshment is made immediately after an issue of securities by
the issuer to its shareholders on a pro rata basis as set out in
rule 13.36(2)(a) such that the unused part of the scheme mandate
(as a percentage of the relevant class of shares in issue
(excluding treasury shares)) upon refreshment is the same as the
unused part of the scheme mandate immediately before the issue of
securities, rounded to the nearest whole share."
14.5.2 Rule 17.03C(2) is amended to read: "The total number of
shares which may be issued and/or treasury shares which may be sold
or transferred out of treasury in respect of all options and awards
to be granted under all of the schemes of the listed issuer under
the scheme mandate as "refreshed" must not exceed 10% of the
relevant class of shares in issue (excluding treasury shares) as at
the date of approval of the refreshed scheme mandate...".
14.6 Rule 17.03D
14.6.1 Rule 17.03D(1) is amended to read: "Where any grant of
options or awards to a participant would result in the shares
issued and to be issued and/or treasury shares sold or transferred
or to be sold or transferred in respect of all options and awards
granted to such person (excluding any options and awards lapsed in
accordance with the terms of the scheme) in the 12-month period up
to and including the date of such grant representing in aggregate
over 1% of the relevant class of shares (excluding treasury shares)
of the listed issuer in issue (the 1% individual limit), such grant
must be separately approved by shareholders of the listed issuer in
general meeting with such participant and his/her close associates
(or associates if the participant is a connected person) abstaining
from voting. The listed issuer must send a circular to the
shareholders.".
14.7 Rule 17.04
14.7.1 Rule 17.04(2) is amended to read: "Where any grant of
awards (excluding grant of options) to a director (other than an
independent non-executive director) or chief executive of the
issuer, or any of their associates would result in the shares
issued and to be issued and/or treasury shares sold or transferred
or to be sold or transferred out of treasury in respect of all
awards granted (excluding any awards lapsed in accordance with the
terms of the scheme) to such person in the 12-month period up to
and including the date of such grant, representing in aggregate
over 0.1% of the relevant class of shares (excluding treasury
shares) in issue, such further grant of awards must be approved by
shareholders of the listed issuer in general meeting in the manner
set out in rule 17.04(4)."
14.7.2 Rule 17.04(3) is amended to read: "Where any grant of options or awards to an independent non-executive director or a substantial shareholder of the listed issuer, or any of their respective associates, would result in the shares issued and to be issued and/or treasury shares sold or transferred or to be sold or transferred out of treasury in respect of all options and awards granted (excluding any options and awards lapsed in accordance with the terms of the scheme) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the relevant class of shares in issue (excluding treasury shares)...".
14.8 Rule 17.06A
Rule 17.06A(2)(c) is amended to read: "a related entity
participant or service provider with options and awards granted and
to be granted in any 12-month period exceeding 0.1% of the relevant
class of shares in issue (excluding treasury shares).".
14.9 Rule 17.07
14.9.1 Rule 17.07 is amended to read: " .... (iii) each related
entity participant or service provider with options and awards
granted and to be granted in any 12-month period exceeding 0.1% of
the relevant class of shares in issue (excluding treasury
shares)..."
14.9.2 Rule 17.07(3) is amended to read: "the number of shares
that may be issued and/or treasury shares which may be sold or
transferred out of treasury in respect of options and awards
granted under all schemes of the issuer during the financial
year/period divided by the weighted average number of shares of the
relevant class in issue for the year/period (excluding treasury
shares)."
14.10 Rule 17.09
Rule 17.09(3) is amended to read: "the total number of shares
available for issue and/or sale or transfer of treasury shares out
of treasury under the scheme together with the percentage of the
issued shares (excluding treasury shares)that it represents as at
the date of the annual report;".
14.11 Rule 17.13
14.11.1 Sub-heading before Rule 17.13 is amended to read: "Share
schemes involving new or existing shares or treasury shares of a
principal subsidiary of a listed issuer".
14.11.2 Rule 17.13 is amended to read: "Rules 17.02 to 17.04 and
rules 17.06 to 17.09, with appropriate modifications, apply to
share schemes of a principal subsidiary of a listed issuer (whether
they involve new shares issued and/or treasury shares sold or
transferred out of treasury by the subsidiary or existing shares of
the subsidiary held by or for the issuer) as if they were share
schemes of the issuer as described in rule 17.01(1).".
14.12 Rule 17.15
Rule 17.15(1) is amended to read: "The scheme mandate limit, the
service provider sublimit, the 1% individual limit, the limits on
grants to the issuer's directors, chief executive and substantial
shareholders (and their respective associates) under rule 17.04 and
the limit on grants to service providers and related entity
participants under rule 17.06A(1)(c) are to be calculated with
reference to the total issued shares (excluding treasury shares) of
the subsidiary.".
15. Appendix 1B
Paragraph 26(1)(b)(v) is amended to read: "a statement of the
interests of any of the directors; their close associates; or any
shareholder (which to the knowledge of the directors owns more than
5% of the number of issued shares of the issuer (excluding treasury
shares)) in the suppliers or customers disclosed under (i) to (v)
above or if there are no such interests a statement to that
effect;".
16. Appendix 2B
Paragraph 5(2) is amended to read: "if any such class (other
than the preference or preferred shares so described) is a class
the holders of which are not entitled to vote at general meetings
of the issuer, the words "non voting" must appear legibly on every
certificate therefor issued by the issuer. For the avoidance of
doubt, this rule shall not apply to treasury shares, which shall be
non-voting; and".
17. Appendix 3
17.1 Paragraph 14(5) is amended to read: "That members holding a
minority stake in the total number of issued shares must be able to
convene an extraordinary general meeting and add resolutions to a
meeting agenda. The minimum stake required to do so must not be
higher than 10% of the voting rights, on a one vote per share basis
(excluding treasury shares), in the share capital of the
issuer.
17.2 Note (1) to paragraph 15 is amended to read: "A
"super-majority vote" means at least three-fourths of the voting
rights of the members holding shares in that class present and
voting in person or by proxy at a separate general meeting of
members of the class where the quorum for such meeting shall be
holders of at least one third of the issued shares of the class
(excluding treasury shares)...."
18. Appendix 5
HSBC will amend the relevant forms contained in Appendix 5 to
the extent necessary (if at all) as and when it is required to
submit such forms pursuant to the Exchange's Listing Rules.
18.1 Form E
18.1.1 When appropriate HSBC will amend paragraph (3) of the
sponsor's declaration as follows: "25% of the total number of
issued shares of the Issuer (excluding treasury shares) [have been
placed/will be held] in the hands of the public in accordance with
rule 8.08...".
18.2 Form F
18.2.1 Paragraph 3 of Form F is amended to read
"that......Shares of....(Number &
Class).....HK$.........Debenture/Loan Stock Debenture/Notes/Bonds
(of which......Shares of HK$.......were treasury shares which were
sold out of treasury for cash) have been subscribed/purchased for
cash and duly allotted/issued/transferred to the
subscribers/purchasers (and that the said shares have been
converted into HK$
Stock);".
19. Appendix 16
19.1 Paragraph 4(3) is amended to read: "Rates of dividend paid
or proposed on each class of shares (which, for the avoidance of
doubt will not take account of treasury shares) (with particulars
of each such class) and amounts absorbed thereby (or an appropriate
negative statement)."
19.2 Paragraph 10(4) is amended to read: "Any such statement
must also distinguish between those listed securities which are
purchased and cancelled by the listed issuer (and, therefore,
cancelled), those securities which are purchased and held as
treasury shares by that issuer and any existing treasury shares
cancelled by the issuer and those securities which are purchased by
a subsidiary of the listed issuer;".
19.3 Paragraph 11 is amended to read:
"In the case of any issue for cash of equity securities
(including securities convertible into equity securities) or sale
of treasury shares (excluding any transfer of treasury shares for
the purposes of an employee share scheme), a listed issuer shall
disclose:-
(1) the reasons for making the issue/sale;
(2) the classes of equity securities issued/sold;
(3) as respect each class of equity securities, the number
issued/sold, their aggregate nominal value, if any;
(4) the issue/saleprice of each security;
(5) the net price to the listed issuer of each security;
(6) the names of the allottees/transferees, if less than six in
number, and, in the case of six or more allottees/transferees, a
brief generic description of them;
(7) the market price of the securities concerned on a named
date, being the date on which the terms of the issue/sale were
fixed; and
(8) the total funds raised from the issue/sale and details of the use of proceeds including:
(a) a detailed breakdown and description of the proceeds for
each issue/sale and the purposes for which they are used during the
financial year;
(b) if there is any amount not yet utilized, a detailed
breakdown and description of the intended use of the proceeds for
each issue/saleand the purposes for which they are used and the
expected timeline; and..."
19.4 Paragraph 11A is amended to read: "To the extent that there
are proceeds brought forward from any issue of equity securities
(including securities convertible into equity securities) or sale
of treasury shares (excluding any transfer of treasury shares for
the purposes of an employee share scheme) made in previous
financial year(s), the listed issuer shall disclose the amount of
proceeds brought forward and details of the use of such proceeds as
set out in paragraph 11(8)."
19.5 Paragraph 31(5) is amended to read: "a statement of the
interests of any of the directors; their close associates; or any
shareholder (which to the knowledge of the directors owns more than
5% of the number of issued shares of the listed issuer (excluding
treasury shares)) in the suppliers or customers disclosed under (1)
to (4) above or if there are no such interests a statement to that
effect;"
19.6 Paragraph 41A is amended to read: "A listed issuer shall
include in its interim report the information in relation to any
issue for cash of equity securities (including securities
convertible into equity securities) or sale of treasury shares
(excluding any transfer of treasury shares for the purposes of an
employee share scheme) during the interim period as set out in
paragraph 11, and where applicable, the information required under
paragraph 11A."
The Board of Directors of HSBC Holdings plc as at the date of
this announcement comprises: Mark Tucker*, Noel Quinn, Geraldine
Buckingham , Rachel Duan , Georges Elhedery, Carolyn Julie
Fairbairn , James Anthony Forese , Steven Guggenheimer , José
Antonio Meade Kuribreña , Eileen K Murray , David Nish and Jackson
Tai .
* Non-executive Group Chairman
Independent non-executive Director
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END
MSCEAPFKESXDEEA
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